Enjoy S.A. and Caesars Entertainment Announce Strategic Relationship

LAS VEGAS, Nov. 12, 2012 /PRNewswire/ -- Caesars Entertainment Corporation (NASDAQ: CZR) and Enjoy S.A. today announced that they have signed a definitive agreement to form a strategic relationship in Latin America, one of the fastest growing casino gaming markets in the world. Under terms of the agreement, Enjoy will acquire 45% of Baluma S.A., the Caesars subsidiary which owns and operates the Conrad Punta Del Este Resort and Casino in Punta Del Este, Uruguay and Caesars will become a shareholder in Enjoy. Caesars and Enjoy will also cooperate on marketing and player development, increasing each company's distribution capacity and strengthening the value proposition to their customers through the ability to offer greater amenities to customers who consolidate their play with the two companies.

"Enjoy's strong regional expertise combined with Caesars' global network and operating proficiency will create a strong value proposition for customers of Punta Del Este and Enjoy's portfolio of properties," said Gary Loveman, Chairman, Chief Executive Officer and President of Caesars Entertainment. "The transaction delivers excellent value to our shareholders, including a retained interest in the future growth of Conrad and an ownership position in one of Latin America's leading casino operators. This transaction increases Caesars' distribution in Latin America and provides us greater exposure to this fast growing market."

"This acquisition will further solidify Enjoy's position as the pre-eminent distributor of casino entertainment in Latin America," said Javier Martinez, Enjoy's Chief Executive Officer. "With Conrad, we are adding South America's premier gaming resort property to our portfolio. Further, the alliance with Caesars will reinforce our commercial strategies by offering new and diverse alternatives to our customers. This will surely benefit our company and our shareholders, and above all, our country and the domestic tourism industry."

Upon the closing of the transaction, Enjoy will assume primary responsibility for management of the Conrad. Enjoy and Caesars will enter into an agreement that will provide Conrad, Enjoy and Caesars customers with enhanced benefits and entertainment opportunities throughout South America and Caesars world-wide portfolio of casino resorts.

Under the terms of the transaction, Enjoy will acquire 45% of Baluma S.A. for US$139.5 million in cash and stock. Following the transaction, Caesars will own 10% of Enjoy, which it will receive through the subscription of shares in a capital raising that Enjoy will conduct prior to closing. Enjoy will have the option to acquire the remaining stake in Baluma S.A, between years three and five of the relationship. Caesars will have the right to nominate one member to the Enjoy Board.

Since opening in January 1997, the Conrad has been a significant contributor to the economic growth and development of Uruguay by attracting many international visitors and hosting large-scale international conventions. The resort draws customers primarily from Brazil, Argentina and Uruguay, and in 2011, generated approximately US$157 million in net revenue. The Conrad has 542 slot machines, 75 gaming tables and 294 rooms. The resort also employs more than 2,000 people during peak season, making it one of the largest private employers in Uruguay. In May, Caesars obtained an extension of the company's gaming license through 2036.

Deutsche Bank Securities Inc. served as financial advisor to Enjoy S.A. on this transaction.

The closing of the transactions between Caesars and Enjoy remains subject to a number of conditions, including regulatory and governmental approvals in both Uruguay and Chile.

About CaesarsCaesars Entertainment is the world's most diversified casino-entertainment company. Since its beginning in Reno, Nevada, 75 years ago, Caesars has grown through development of new resorts, expansions, and acquisitions, and now operates casinos on four continents. The company's resorts operate primarily under the Caesars®, Harrah's®, and Horseshoe® brand names. Caesars also owns the World Series of Poker® and the London Clubs International family of casinos. Caesars Entertainment is focused on building loyalty and value with its guests through a unique combination of great service, excellent products, unsurpassed distribution, operational excellence, and technology leadership. Caesars Entertainment is committed to environmental sustainability and energy conservation and recognizes the importance of being a responsible steward of the environment. For more information, please visit www.caesars.com.

About EnjoyEnjoy S.A. is the leading casino resort operator in Chile, with a successful track record dating back over 35 years. The company operates a chain of 8 casinos (7 in Chile and 1 in Mendoza), with 5,718 slot machines, 265 gaming tables, 45 food & beverage points of sale and over 1,000 bingo positions. Alongside these casinos, Enjoy has 6 hotels for a total 835 rooms. Enjoy is the only listed entertainment company in Latin America, and the company's proven successful integrated entertainment model has become an industry benchmark for the region. For more information, please visit www.enjoy.cl.

This release includes "forward-looking statements" intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they do not relate strictly to historical or current facts. These statements contain words such as "may," "will," "project," "might," "expect," "believe," "anticipate," "intend," "could," "would," "estimate," "continue," "pursue," or the negative or other variations thereof or comparable terminology. In particular, they include statements relating to, among other things, future actions, the outcomes of contingencies, and items which are subject to receipt of regulatory and governmental approvals. These forward-looking statements are based on current expectations and projections about future events.

Investors are cautioned that forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that cannot be predicted or quantified, and, consequently, the actual performance of Caesars may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, the following factors, as well as other factors described from time to time in the Company's reports filed with the Securities and Exchange Commission (including the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained therein):

the impact of the Company's significant indebtedness;

the effects of local and national economic, credit, and capital market conditions on the economy, in general, and on the gaming industry, in particular;

the ability to realize the expense reductions from cost savings programs;

access to available and reasonable financing on a timely basis;

the ability of the Company's customer-tracking, customer loyalty, and yield-management programs to continue to increase customer loyalty and same-store or hotel sales;

the ability to recoup costs of capital investments through higher revenues;

abnormal gaming holds ("gaming hold" is the amount of money that is retained by the casino from wagers by customers);

the ability to timely and cost-effectively integrate companies that the Company acquires into its operations;

the effects of competition, including locations of competitors and operating and market competition;

the potential difficulties in employee retention and recruitment as a result of the Company's substantial indebtedness or any other factor;

construction factors, including delays, increased costs of labor and materials, availability of labor and materials, zoning issues, environmental restrictions, soil and water conditions, weather and other hazards, site access matters, and building permit issues;

the effects of environmental and structural building conditions relating to the Company's properties;

access to insurance on reasonable terms for the Company's assets;

acts of war or terrorist incidents, severe weather conditions, uprisings, or natural disasters; and

the impact, if any, of unfunded pension benefits under multi-employer pension plans.

Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. Caesars disclaims any obligation to update the forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated or, if no date is stated, as of the date of this press release.